STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of MAGICWORKS MERCHANDISING, INC., a
corporation organized under the laws of the State of Florida, as shown by the
records of this office.
The document number of this corporation is K22575.
Given under my hand and the
Great Seal of the State of Florida at
Tallahassee, the Capitol, this the
Twelfth day of October, 1998
/s/ Sandra B. Mortham
----------------------
Sandra B. Mortham
Secretary of State
EFFECTIVE DATE: 4-27-88
ARTICLES OF INCORPORATION
OF
DIAMOND BULLET MERCHANDISING, INC.
The undersigned, acting as incorporator of DIAMOND BULLET
MERCHANDISING, INC. under the Florida General Corporation Act, adopts the
following Articles of Incorporation:
ARTICLE I. NAME
The name of the corporation is DIAMOND BULLET MERCHANDISING, INC.
ARTICLE II. COMMENCEMENT OF EXISTENCE
The existence of the corporation will commence on the date of
subscription and acknowledgment of these Articles of Incorporation.
ARTICLE III. PURPOSE
This corporation may engage in any activity or business permitted
under the laws of the United States and Florida.
ARTICLE IV. AUTHORIZED SHARES
The maximum number of shares that the corporation is authorized to
have outstanding at any time is 7,500 shares of common stock having a par value
of $1.00 per share. The consideration to be paid for each share shall be fixed
by the board of directors and may be paid in whole or in part in or other
property, tangible or intangible, or in labor or services actually performed
for the corporation, with a value, in the judgment of the directors, equivalent
to or greater than the full par value of the shares.
ARTICLE V. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation
is 12100 N.E. 16th Avenue, North Miami, Florida 33161, and the name of the
corporation's initial registered agent at that address is The Diamond Bullet
Corporation.
ARTICLE VI. INITIAL BOARD OF DIRECTORS
The corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time, as provided
in the bylaws, but shall never be less than one. The name and street address of
the initial director is:
Name Address
Brad L. Krassner 12100 Northeast 16th Avenue
North Miami, Florida 33161
ARTICLE VII. INCORPORATOR
The name and street address of the incorporator is:
Name Address
Brad L. Krassner c/o The Diamond Bullet Corp.
12100 N.E. 16th Avenue
N. Miami, Florida 33161
The incorporator of the corporation assigns to this corporation his rights
under Section 607.161, Florida Statutes, to constitute a corporation, and he
assigns to those persons designated by the board of directors any rights he may
have as incorporator to acquire any of the capital stock of this corporation,
this assignment becoming effective on the date corporate existence begins.
ARTICLE VIII. BYLAWS
The power to adopt, alter, amend, or repeal bylaws shall be vested in
the board of directors and the shareholders, except that the board of directors
may not amend or repeal any bylaw adopted by the shareholders if the
shareholders specifically provide that the bylaw is not subject to amendment or
repeal by the directors.
-2-
ARTICLE IX. AMENDMENTS
The corporation reserves the right to amend, alter, change, or repeal
any provision in these Articles of Incorporation in the manner prescribed by
law, and all rights conferred on shareholders are subject to this reservation.
These Articles may be amended prior to the issuance of shares of the
corporation by the unanimous approval or comment of the board of directors.
Thereafter, every amendment shall be approved by the board of directors,
proposed by them to the shareholders, and approved at a shareholders' meeting
by the holders of a majority of the shares entitled to vote on the matter or in
such other manner as may be provided by law.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 27 day of April, 1998.
/s/ Brad L. Krassner
Brad L. Krassner
-3-
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 27 day of
April, 1988, by Brad L. Krassner.
/s/ Joanne Del Campo
Notary Public, State of Florida
at large
My commission expires:
Notary Public State of Florida
My Commission Expires July 28, 1990
(Affix notarial seal)
ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT
Having been named as registered agent for DIAMOND BULLET
MERCHANDISING, INC. in the foregoing articles of incorporation, I, on behalf of
The Diamond Bullet Corporation, a Florida corporation, hereby agree to accept
service of process for said Corporation and to comply with any and all Statutes
relative to the complete and proper performance of the duties of registered
agent.
THE DIAMOND BULLET CORPORATION
By: /s/ Brad L. Krassner, President
Brad L. Krassner, President
-4-